(1) An annual meeting of stockholders, for the election of
directors to succeed those whose terms expire and for the transaction of such other
business as may properly come before the meeting, shall be held at such place,
on such date, and at such time as the Board of Directors shall fix.

(2) Nominations of
persons for election to the Board of Directors and the proposal of business to
be transacted by the stockholders may be made at an annual meeting of
stockholders (a) pursuant to the Corporation’s proxy materials with respect to
such meeting, (b) by or at the direction of the Board of Directors, or (c) by
any stockholder of record of the Corporation (the “Record Stockholder”) at the
time of the giving of the notice required in the following paragraph, who is
entitled to vote at the meeting and who has complied with the notice procedures
set forth in this section. For the avoidance of doubt, the foregoing clause (c)
shall be the exclusive means for a stockholder to make nominations or propose
business (other than business included in the Corporation’s proxy materials
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended
(such act, and the rules and regulations promulgated thereunder, the “Exchange
Act”)) at an annual meeting of stockholders.

(3) For nominations or
business to be properly brought before an annual meeting by a Record
Stockholder pursuant to clause (c) of the foregoing paragraph, (a) the Record
Stockholder must have given timely notice thereof in writing to the Secretary
of the Corporation, (b) any such business must be a proper matter for
stockholder action under Delaware law and (c) the Record Stockholder and the
beneficial owner, if any, on whose behalf any such proposal or nomination is
made, must have acted in accordance with the representations set forth in the
Solicitation Statement required by these Bylaws. To be timely, a Record
Stockholder’s notice shall be received by the Secretary at the principal
executive offices of the Corporation not less than 45 or more than 75 days
prior to the one-year anniversary of the date on which the Corporation first
mailed its proxy materials for the preceding year’s annual meeting of
stockholders; provided, however, that, subject to the last sentence of this
Section 1(3), if the meeting is convened more than 30 days prior to or delayed
by more than 30 days after the anniversary of the preceding year’s annual
meeting, or if no annual meeting was held in the preceding year, notice by the
Record Stockholder to be timely must be so received not later than the close of
business on the later of (i) the 90th day before such
annual meeting or (ii) the 10th day following the day on which public
announcement of the date of such meeting is first made. Notwithstanding
anything in the preceding sentence to the contrary, in the event that the
number of directors to be elected to the Board of Directors is increased and
there has been no public announcement naming all of the nominees for director
or indicating the increase in the size of the Board of Directors made by the
Corporation at least 10 days before the last day a Record Stockholder may
deliver a notice of nomination in accordance with the preceding sentence, a

Record Stockholder’s notice required by this
bylaw shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be received by the
Secretary at the principal executive offices of the Corporation not later than
the close of business on the 10th day following the day on which such public
announcement is first made by the Corporation. In no event shall an
adjournment, or postponement of an annual meeting for which notice has been
given, commence a new time period for the giving of a Record Stockholder’s
notice.

(4) Such Record
Stockholder’s notice shall set forth:

a. if such notice
pertains to the nomination of directors, as to each person whom the Record
Stockholder proposes to nominate for election or reelection as a director all
information relating to such person as would be required to be disclosed in
solicitations of proxies for the election of such nominees as directors
pursuant to Regulation 14A under the Exchange Act, and such person’s written
consent to serve as a director if elected;

b. as to any business
that the Record Stockholder proposes to bring before the meeting, a brief
description of such business, the reasons for conducting such business at the
meeting and any material interest in such business of such Record Stockholder
and the beneficial owner, if any, on whose behalf the proposal is made; and

c. as to (1) the Record Stockholder giving the
notice and (2) the beneficial owner, if any, on whose behalf the nomination or
proposal is made (each, a “party”):

(i)
the name and address of each such party;

(ii) (A) the class,
series, and number of shares of the Corporation that are owned, directly or
indirectly, beneficially and of record by each such party, (B) any option,
warrant, convertible security, stock appreciation right, or similar right with
an exercise or conversion privilege or a settlement payment or mechanism at a
price related to any class or series of shares of the Corporation or with a
value derived in whole or in part from the value of any class or series of
shares of the Corporation, whether or not such instrument or right shall be
subject to settlement in the underlying class or series of capital stock of the
Corporation or otherwise (a “Derivative Instrument”) directly or indirectly
owned beneficially by each such party, and any other direct or indirect
opportunity to profit or share in any profit derived from any increase or
decrease in the value of shares of the Corporation, (C) any proxy, contract,
arrangement, understanding, or relationship pursuant to which either party has
a right to vote, directly or indirectly, any shares of any security of the
Corporation, (D) any short interest in any security of the Corporation held by
each such party (for purposes of this Section 1(4), a person shall be deemed to
have a short interest in a security if such person directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise,
has the opportunity to profit or share in any profit derived from any decrease
in the value of the subject security), (E) any

–
2 –

rights to dividends on the shares of the
Corporation owned beneficially directly or indirectly by each such party that
are separated or separable from the underlying shares of the Corporation, (F)
any proportionate interest in shares of the Corporation or Derivative
Instruments held, directly or indirectly, by a general or limited partnership
in which either party is a general partner or, directly or indirectly,
beneficially owns an interest in a general partner and (G) any
performance-related fees (other than an asset-based fee) that each such party
is directly or indirectly entitled to based on any
increase or decrease in the value of shares of the Corporation or Derivative
Instruments, if any, as of the date of such notice, including without
limitation any such interests held by members of each such party’s immediate
family sharing the same household (which information set forth in this
paragraph shall be supplemented by such stockholder or such beneficial owner,
as the case may be, not later than 10 days after the record date for
determining the stockholders entitled to vote at the meeting; provided, that if
such date is after the date of the meeting, not later than the day prior to the
meeting);

(iii) any other
information relating to each such party that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for, as applicable, the proposal and/or the election
of directors in a contested election pursuant to Section 14 of the Exchange
Act; and

(iv) a statement whether
or not each such party will deliver a proxy statement and form of proxy to
holders of, in the case of a proposal, at least the percentage of voting power
of all of the shares of capital stock of the Corporation required under
applicable law to carry the proposal or, in the case of a nomination or
nominations, at least the percentage of voting power of all of the shares of
capital stock of the Corporation reasonably believed by the Record Stockholder
or beneficial holder, as the case may be, to be sufficient to elect the nominee
or nominees proposed to be nominated by the Record Stockholder (such statement,
a “Solicitation Statement”).

(5) A person shall not
be eligible for election or re-election as a director at an annual meeting
unless (i) the person is nominated by a Record
Stockholder in accordance with Section 1(2)(c) or (ii)
the person is nominated by or at the direction of the Board of Directors. Only
such business shall be conducted at an annual meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set
forth in this section. The chairman of the meeting shall have the power and the
duty to determine whether a nomination or any business proposed to be brought
before the meeting has been made in accordance with the procedures set forth in
these Bylaws and, if any proposed nomination or business is not in compliance
with these Bylaws, to declare that such defectively proposed business or
nomination shall not be presented for stockholder action at the meeting and
shall be disregarded.

(6) For purposes of
these Bylaws, “public announcement” shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or a

–
3 –

comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the Exchange Act.

(7) Notwithstanding the
foregoing provisions of this Section 1, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to matters set forth in this Section 1. Nothing in this
Section 1 shall be deemed to affect any rights of stockholders to request
inclusion of proposals in the Corporation’s proxy statement pursuant to Rule
14a-8 under the Exchange Act.

Section 2.Special Meetings.

(1) Special meetings of
the stockholders, other than those required by statute, may be called at any
time by the Board of Directors acting pursuant to a resolution adopted by a
majority of the Whole Board, the Chairman of the Board, and the chief executive
officer. For purposes of these Bylaws, the term “Whole Board” shall mean the
total number of authorized directors whether or not there exist any vacancies
in previously authorized directorships. Special meetings of the stockholders
shall also be called by the Secretary of the Corporation following his or her
receipt at the principal executive offices of the Corporation of one or more
written demands to call a special meeting of the stockholders submitted by or
on behalf of the Record Stockholder or Record Stockholders of at least ten
percent (10%) of the total voting power of all issued and outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
the Board of Directors (the “Requisite Percentage”), provided, that such
stockholder demand or demands shall have been submitted in accordance with and
in the form required by Article X of the Certificate of Incorporation and these
Bylaws. Special meetings of the stockholders of the Corporation (including
those called by the Secretary following receipt of a written demand or demands
from Record Stockholders holding the Requisite Percentage) shall be held on such
date, at such time, and at such place, if any, as shall be designated by the
Board of Directors and stated in the Corporation’s notice of meeting. In the
case of a special meeting called by the Secretary following receipt of a
written demand or demands from Record Stockholders holding the Requisite
Percentage, the date of such special meeting, as fixed by the Board of
Directors in accordance with Article X of the Certificate of Incorporation and
these Bylaws, shall not be fewer than thirty (30) days nor more than ninety
(90) days (the “Outside Date”) after the date a demand or demands by Record
Stockholders holding the Requisite Percentage have been received by the
Secretary of the Corporation at the principal executive offices of the
Corporation in accordance with Article X of the Certificate of Incorporation
and these Bylaws. To be in proper form, a demand or demands from Record
Stockholders holding the Requisite Percentage shall include the information,
documents and instruments specified in Section 2(3) of these Bylaws. The Board
of Directors may postpone or reschedule any previously scheduled special
meeting; provided, however, that the Board of Directors may not
reschedule a special meeting called in response to a written demand or demands
to call such meeting received by the Secretary from Record Stockholders holding
the Requisite Percentage nor may the Board of Directors postpone such meeting
beyond the Outside Date.

(2) A stockholder may
not submit a written request to call a special meeting unless such stockholder
is a holder of record of voting stock on the record date fixed to determine the
stockholders entitled to request the call of a special meeting. Any Record
Stockholder seeking to call a special meeting to transact business shall, by
written notice to the

–
4 –

Secretary, request that the Board of Directors
fix a record date. A written request to fix a record date shall include all of
the information that must be included in a written request to call a special
meeting from a Record Stockholder who is not a Solicited Stockholder, as set
forth in Section 2(3) of this Article I. The Board of Directors may, within 10
days of the Secretary’s receipt of a request to fix a record date, fix a record
date to determine the stockholders entitled to request the call of a special
meeting, which date shall not precede, and shall not be more than 10 days
after, the date upon which the resolution fixing the record date is adopted. If
a record date is not fixed by the Board of Directors, the record date shall be
the date that the first written request to call a special meeting is received
by the Secretary with respect to the proposed business to be conducted at a
special meeting.

(3) Each written request
for a special meeting shall include the following: (i)
the signature of the Record Stockholder signing such request and the date such
request was signed; (ii) the purpose or purposes for which the special meeting
is to be called and, as to each purpose, a reasonably brief description of such
purpose, a reasonably brief description of the specific proposal to be made or
business to be conducted at the special meeting in connection with such
purpose, the text of any proposal or business to be considered at the special
meeting in connection with such purpose (including the text of any resolutions
proposed for consideration and if such business includes a proposal to amend
these Bylaws, the language of the proposed amendment), and the reasons for
calling a special meeting of stockholders for such purpose; and (iii) for each
written request submitted by a person or entity other than a Solicited
Stockholder, as to the Record Stockholder signing such request and the
beneficial owner (if any) on whose behalf such request is made (each, a
“party”): (1) any material interest of such party in one or more of the items
of business proposed to be transacted at the special meeting; (2) a description
of all agreements, arrangements and understandings between any such parties and
any other person or persons (including their names) in connection with the
proposal or business to be considered at the special meeting; (3) the
information set forth in Section 1(4)(c)(i)-(iii) of
this Article I and, if a purpose for which the special meeting is to be called
is the election of one or more directors to the Board of Directors, the name of
each person such party proposes to nominate at the special meeting for election
to the Board of Directors (each, a “nominee”), and as to each such nominee, all
information that would be required to be set forth in a stockholder’s notice
for nominations of directors at annual meetings of stockholders as set forth in
Section 1(4)(a) of this Article I; and (4) a representation that the Record
Stockholder signing the request will be a record holder on the date of the
Special Meeting and a representation whether or not any such party or any group
of which such party is or will be a member will deliver a proxy statement and
form of proxy to holders of at
least the percentage of voting power of all of the shares of capital stock of
the Corporation required under applicable law to carry the proposal or, in the
case of a nomination or nominations, at least the percentage of voting power of
all of the shares of capital stock of the Corporation reasonably believed by
the Record Stockholder or beneficial holder, as the case may be, to be
sufficient to elect the nominee or nominees proposed to be nominated by the
Record Stockholder (such representations, a “Special Meeting Solicitation Statement”).
For purposes of this bylaw, “Solicited Stockholder” means any stockholder that
has provided a request in response to a solicitation made pursuant to, and in
accordance with, Section 14(a) of the Exchange Act by way of a solicitation
statement filed on Schedule 14A.

–
5 –

(4) A Record Stockholder
may revoke a request to call a special meeting by written revocation delivered
to the Secretary at any time prior to the special meeting; provided, however,
that if any such revocation(s) are received by the Secretary after the
Secretary’s receipt of written requests from the holders of the Requisite
Percentage of voting stock, and as a result of such revocation(s), there no
longer are unrevoked requests from the Requisite Percentage of voting stock to
call a special meeting, the Board of Directors shall have the discretion to
determine whether or not to proceed with the special meeting. A business
proposal shall not be presented for stockholder action at any special meeting
if (i) any Record Stockholder or beneficial owner who
has provided a Special Meeting Solicitation Statement with respect to such
proposal does not act in accordance with the representations set forth therein
or (ii) the business proposal appeared in a written request submitted by a
Record Stockholder or beneficial owner who did not provide the information
required by Section 1(4)(c)(ii) in accordance with such Section.

(5) The Secretary shall
not accept, and shall consider ineffective, a written request from a Record
Stockholder to call a special meeting that does not comply with the preceding
provisions of this bylaw, that relates to an item of business that is not a
proper subject for stockholder action under applicable law, if such request is
delivered between the time beginning on the 61st day after the
earliest date of signature on a written request that has been delivered to the
Secretary relating to an identical or substantially similar item (such item, a
“Similar Item”) and ending on the one-year anniversary of such earliest date,
if a Similar Item will be submitted for stockholder approval at any stockholder
meeting to be held on or before the 90th day after the Secretary
receives such written request, or if a Similar Item has been presented at the
most recent annual meeting or at any special meeting held within one year prior
to receipt by the Secretary of such request to call a special meeting.

(6) The Board of
Directors shall determine in good faith whether the requirements set forth in
Section 2(5)(i) through (v)
of this Article I have been satisfied. Either the Secretary or the Board of
Directors shall determine in good faith whether all other requirements set
forth in this bylaw have been satisfied. Any determination made pursuant to
this paragraph shall be binding on the Corporation and its stockholders.

(7) The Board of
Directors may submit its own proposal or proposals for consideration at any
special meeting. The record date or record dates for a special meeting shall be
fixed in accordance with Section 213 (or its successor provision) of the
Delaware General Corporation Law. Business transacted at any special meeting
shall be limited to the purposes stated in the notice of such meeting.

(8) Only such business
shall be conducted at a special meeting of stockholders as shall be a proper
matter for stockholder action under Delaware law and shall have been brought
before the meeting by or at the direction of the Board of Directors (including
in accordance with a notice sent pursuant to the fourth sentence of Section
2(1) of this Article I). The notice of such special meeting shall include the
purpose for which the meeting is called. Nominations of persons for election to
the Board of Directors may be made at a special meeting of stockholders at
which directors are to be elected (a) by or at the direction of the Board of
Directors or (b) by any Record Stockholder at the time of giving of notice
provided for in this paragraph, who shall be entitled to vote at the meeting
and who delivers a written notice to the

–
6 –

Secretary setting forth the information set
forth in Section 1(4)(a) and 1(4)(c) of this Article I. Nominations by
stockholders of persons for election to the Board of Directors may be made at
such a special meeting of stockholders only if such Records Stockholder’s
notice required by the preceding sentence shall be received by the Secretary at
the principal executive offices of the Corporation not later than the close of
business on the later of the 90th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors to
be elected at such meeting. In no event shall an adjournment, or postponement
of a special meeting for which notice has been given, commence a new time
period for the giving of a Record Stockholder’s notice. A person shall not be
eligible for election or reelection as a director at a special meeting unless
the person is nominated (i) by or at the direction of
the Board of Directors or (ii) by a Record Stockholder in accordance with the
notice procedures set forth in this Article I.

(9) Notwithstanding the
foregoing provisions of this Section 2, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to matters set forth in this
Section 2. Nothing in this Section 2 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

Section 3.Notice of Meetings.

Notice of the place, if
any, date, and time of all meetings of the stockholders, the means of remote
communications, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such meeting, and the record
date for determining the stockholders entitled to vote at the meeting, if such
date is different from the record date for determining stockholders entitled to
notice of the meeting, shall be given, not less than 10 nor more than 60 days
before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting as of the record date for determining the
stockholders entitled to notice of the meeting, except as otherwise provided
herein or required by law (meaning, here and hereinafter, as required from time
to time by the Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation).

When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place, if any, thereof, and the means of remote
communications, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such adjourned meeting are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than 30 days after the date
for which the meeting was originally noticed, notice of the place, if any,
date, and time of the adjourned meeting and the means of remote communications,
if any, by which stockholders and proxyholders may be
deemed to be present in person and vote at such adjourned meeting, shall be
given to each stockholder in conformity herewith. If after the adjournment a
new record date for stockholders entitled to vote is fixed for the adjourned
meeting, the Board of Directors shall fix a new record date for notice of such
adjourned meeting, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and,
except as otherwise required by law, shall not be more than 60 nor less than 10
days before the date of such adjourned meeting, and shall give notice of the
adjourned meeting to each stockholder of record

–
7 –

entitled to vote at such adjourned meeting as of the
record date fixed for notice of such adjourned meeting. At any adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting.

Section 4.Quorum.

At any meeting of the
stockholders, the holders of a majority of the voting power of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law or by the
rules of any stock exchange upon which the Corporation’s securities are listed.
Where a separate vote by a class or classes or series is required, a majority
of the voting power of the shares of such class or classes or series present in
person or represented by proxy shall constitute a quorum entitled to take
action with respect to that vote on that matter.

If a quorum shall fail
to attend any meeting, the chairman of the meeting may adjourn the meeting to
another place, if any, date, or time.

Section 5.Organization.

Such person as the Board
of Directors may have designated or, in the absence of such a person, the
Chairman of the Board or, in his or her absence, the President of the
Corporation or, in his or her absence, such person as may be chosen by the
holders of a majority of the voting power of the shares entitled to vote who
are present, in person or by proxy, shall call to order any meeting of the
stockholders and act as chairman of the meeting. In the absence of the
Secretary of the Corporation, the secretary of the meeting shall be such person
as the chairman of the meeting appoints.

Section 6.Conduct of Business.

The chairman of any
meeting of stockholders shall determine the order of business and the procedure
at the meeting, including such regulation of the manner of voting and the
conduct of discussion as seem to him or her in order. The chairman shall have
the power to adjourn the meeting to another place, if any, date and time. The
date and time of the opening and closing of the polls for each matter upon
which the stockholders will vote at the meeting shall be announced at the
meeting.

Section 7.Proxies and Voting.

At any meeting of the
stockholders, every stockholder entitled to vote may vote in person or by proxy
authorized by an instrument in writing or by a transmission permitted by law
filed in accordance with the procedure established for the meeting. Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this paragraph may be substituted or used in
lieu of the original writing or transmission for any and all purposes for which
the original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

–
8 –

The Corporation may, and
to the extent required by law, shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof. The Corporation may designate one or more alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting of stockholders, the person presiding at
the meeting may, and to the extent required by law, shall, appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. Every vote taken by ballots shall be counted by a
duly appointed inspector or inspectors.

All elections shall be
determined by a plurality of the votes cast, and except as otherwise required
by law or the rules of any stock exchange upon which the Corporation’s
securities are listed, all other matters shall be determined by a majority of
the votes cast affirmatively or negatively.

The election of
directors is subject to any provisions contained in the Certificate of
Incorporation relating thereto, including any provisions for cumulative voting.

Section 8.Stock List.

The officer who has
charge of the stock ledger of the Corporation shall, at least 10 days before
every meeting of stockholders, prepare and make a complete list of stockholders
entitled to vote at any meeting of stockholders, provided, however, if the
record date for determining the stockholders entitled to vote is less than 10
days before the meeting date, the list shall reflect the stockholders entitled
to vote as of the 10th day before the meeting date, arranged in alphabetical
order and showing the address of each such stockholder and the number of shares
registered in his or her name. Such list shall be open to the examination of
any stockholder for a period of at least 10 days prior to the meeting in the
manner provided by law.

A stock list shall also
be open to the examination of any stockholder during the whole time of the
meeting as provided by law. This list shall presumptively determine (a) the
identity of the stockholders entitled to examine such stock list and to vote at
the meeting and (b) the number of shares held by each of them.

Section 9.Stockholder Action by
Written Consent without a Meeting.

Any action which may be
taken at an annual or special meeting of stockholders of the Corporation may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be (i) signed by the holders of record on the record date
(established in the manner set forth in Section 3 of Article V) of outstanding
shares of the Corporation having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, provided, however, that
in the case of the election or removal of directors by written consent, such
consent shall be effective only if signed by the holders of all outstanding
shares entitled to vote for the election of directors, and (b) delivered to the
Corporation in accordance with Section 228 of the Delaware General Corporation
Law.

–
9 –

ARTICLE II - BOARD OF
DIRECTORS

Section 1.Number and Term of Office.

Subject to the rights of
the holders of any series of preferred stock to elect directors under specified
circumstances, the number of directors shall be not less than five (5) nor more than nine (9) directors. The exact number of
directors within the limits specified shall be set, and may be changed from
time to time, by a resolution duly adopted by the Board of Directors. The
limits may be changed, or a single number fixed without provision for
variation, by an amendment to these Bylaws duly adopted by the vote or written
consent of a majority of the outstanding shares entitled to vote or by the
Board of Directors. Each director shall be elected for a term of one year and
until his or her successor is elected and qualified, except as otherwise
provided herein or required by law.

Whenever the authorized
number of directors is increased within the limits specified between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the board which are being eliminated by the decrease.

Section 2.Vacancies.

If the office of any
director becomes vacant by reason of death, resignation, disqualification,
removal or other cause, a majority of the directors remaining in office,
although less than a quorum, may elect a successor for the unexpired term and
until his or her successor is elected and qualified.

Section 3.Regular Meetings.

Regular meetings of the
Board of Directors shall be held at such place or places, on such date or
dates, and at such time or times as shall have been established by the Board of
Directors and publicized among all directors. A notice of each regular meeting
shall not be required.

Section 4.Special Meetings.

Special meetings of the
Board of Directors may be called by the Chairman of the Board, the President or
by the Board of Directors and shall be held at such place, on such date, and at
such time as they or he or she shall fix. Notice of the place, date, and time
of each such special meeting shall be given to each director by whom it is not
waived by mailing written notice not less than five days before the meeting or
by telephone or by telegraphing or telexing or by facsimile or electronic
transmission of the same not less than 24 hours before the meeting. Unless
otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.

–
10 –

Section 5.Quorum.

A majority of the Whole
Board shall constitute a quorum for all purposes at any meeting of the Board of
Directors. If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without
further notice or waiver thereof.

Section 6.Participation in Meetings By
Conference Telephone.

Members of the Board of
Directors, or of any committee thereof, may participate in a meeting of such
Board of Directors or committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other and such participation shall constitute presence in
person at such meeting.

Section 7.Conduct of Business.

At any meeting of the
Board of Directors, business shall be transacted in such order and manner as
the Board of Directors may from time to time determine, and, except as otherwise
expressly required by law, all matters shall be determined by the affirmative
vote of a majority of the directors present at any meeting at which a quorum is
present. Action may be taken by the Board of Directors without a meeting if all
members thereof consent thereto in writing or by electronic transmission, and
the writing or writings or electronic transmission or transmissions are filed
with the minutes of proceedings of the Board of Directors. Such filing shall be
in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

Section 8.Compensation of Directors.

Unless otherwise
restricted by the certificate of incorporation, the Board of Directors shall
have the authority to fix the compensation of the directors. The directors may
be paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or paid a stated salary or paid other compensation as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed compensation for attending
committee meetings.

ARTICLE III - COMMITTEES

Section 1.Committees of the Board of
Directors.

The Board of Directors
may from time to time designate committees of the Board of Directors, with such
lawfully delegable powers and duties as it thereby confers, to serve at the
pleasure of the Board of Directors and shall, for those committees and any
others provided for herein, elect a director or directors to serve as the
member or members, designating, if it desires, other directors as alternate
members who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of any member of any committee
and any alternate member in his or her place, the member or members of the
committee present at the meeting and not disqualified from voting, whether or
not he or she or they constitute a

–
11 –

quorum, may by unanimous vote appoint another member
of the Board of Directors to act at the meeting in the place of the absent or
disqualified member.

Section 2.Conduct of Business.

Each committee may
determine the procedural rules for meeting and conducting its business and
shall act in accordance therewith, except as otherwise provided herein or
required by law. Adequate provision shall be made for notice to members of all
meetings; one-third of the members shall constitute a quorum unless the
committee shall consist of one or two members, in which event one member shall
constitute a quorum; and all matters shall be determined by a majority vote of
the members present. Action may be taken by any committee without a meeting if
all members thereof consent thereto in writing or by electronic transmission,
and the writing or writings or electronic transmission or transmissions are
filed with the minutes of the proceedings of such committee. Such filing shall
be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

ARTICLE IV - OFFICERS

Section 1.Generally.

The officers of the
Corporation shall consist of a Chairman of the Board, a President, one or more
Vice Presidents, a Secretary, a Treasurer and such other officers as may from
time to time be appointed by the Board of Directors. Officers shall be elected
by the Board of Directors, which shall consider that subject at its first
meeting after every annual meeting of stockholders. Each officer shall hold
office until his or her successor is elected and qualified or until his or her
earlier resignation or removal. Any number of offices may be held by the same
person. The salaries of officers elected by the Board of Directors shall be
fixed from time to time by the Board of Directors or by such officers as may be
designated by resolution of the Board of Directors.

Section 2.Chairman of the Board.

The Chairman of the
Board shall be appointed by the Board of Directors, and when present shall
preside at all meetings of the stockholders and Board of Directors. Subject to
the provisions of these Bylaws and to the direction of the Board of Directors,
he or she shall perform all duties and have all powers which are commonly
incident to the office or which are delegated to him or her by the Board of Directors

Section 3.President.

The President shall be
the chief operating officer of the Corporation. He or she shall have general
responsibility for the management and control of the operations of the
Corporation and shall perform all duties and have all powers which are commonly
incident to the office of chief operating officer or which are delegated to him
or her by the Board of Directors. Subject to the direction of the Board of
Directors and the Chairman of the Board, the President shall have power to sign
all stock certificates, contracts and other instruments of the Corporation

–
12 –

which are authorized and shall have general
supervision of all of the other officers (other than the Chairman of the Board
or any Vice Chairman), employees and agents of the Corporation.

Section 4.Vice President.

Each Vice President
shall have such powers and duties as may be delegated to him or her by the
Board of Directors. One Vice President shall be designated by the Board of Directors
to perform the duties and exercise the powers of the President in the event of
the President’s absence or disability.

Section 5.Treasurer.

The Treasurer shall have
the responsibility for maintaining the financial records of the Corporation. He
or she shall make such disbursements of the funds of the Corporation as are
authorized and shall render from time to time an account of all such
transactions and of the financial condition of the Corporation. The Treasurer
shall also perform such other duties as the Board of Directors may from time to
time prescribe.

Section 6.Secretary.

The Secretary shall
issue all authorized notices for, and shall keep minutes of, all meetings of
the stockholders and the Board of Directors. He or she shall have charge of the
corporate books and shall perform such other duties as the Board of Directors
may from time to time prescribe.

Section 7.Delegation of Authority.

The Board of Directors
may from time to time delegate the powers or duties of any officer to any other
officers or agents, notwithstanding any provision hereof.

Section 8.Removal.

Any officer of the
Corporation may be removed at any time, with or without cause, by the Board of
Directors.

Section 9.Action with Respect to
Securities of Other Corporations.

Unless otherwise
directed by the Board of Directors, the President or any officer of the
Corporation authorized by the President shall have power to vote and otherwise
act on behalf of the Corporation, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of any other
corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by reason
of its ownership of securities in such other corporation.

–
13 –

ARTICLE V - STOCK

Section 1.Certificates of Stock.

Each holder of stock
represented by certificates shall be entitled to a certificate signed by, or in
the name of the Corporation by, the President or a Vice President, and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer, certifying the number of shares owned by him or her. Any or all of
the signatures on the certificate may be by facsimile.

Section 2.Transfers of Stock.

Transfers of stock shall
be made only upon the transfer books of the Corporation kept at an office of
the Corporation or by transfer agents designated to transfer shares of the
stock of the Corporation. Except where a certificate is issued in accordance
with Section 4 of Article V of these Bylaws, an outstanding certificate for the
number of shares involved, if one has been issued, shall be surrendered for
cancellation before a new certificate, if any, is issued therefor.

Section 3.Record Date.

In order that the
Corporation may determine the stockholders entitled to notice of any meeting of
stockholders or any adjournment thereof, the Board of Directors may, except as
otherwise required by law, fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which record date shall not be more than 60 nor
less than 10 days before the date of such meeting. If the Board of Directors so
fixes a date, such date shall also be the record date for determining the
stockholders entitled to vote at such meeting unless the Board of Directors
determines, at the time it fixes such record date, that a later date on or
before the date of the meeting shall be the date for making such determination.
If no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of and to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the
day on which notice is given or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for determination of
stockholders entitled to vote at the adjourned meeting, and in such case shall
also fix as the record date for stockholders entitled to notice of such
adjourned meeting the same or an earlier date as that fixed for determination
of stockholders entitled to vote in accordance with the foregoing provisions of
this Section 3 at the adjourned meeting.

In order that the
Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than ten days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by

–
14 –

written consent shall, by written notice to the
attention of the Secretary of the Corporation, request the Board of Directors
to fix a record date. The Board of Directors shall promptly, but in all events
within ten days after the date on which such a request is received, adopt a
resolution fixing the record date (unless a record date has previously been
fixed by the Board of Directors pursuant to the first sentence of this
paragraph). If no record date has been fixed by the Board of Directors within
ten days of the date on which such a request is received, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required
by applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.

In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall
be not more than 60 days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.

Section 4.Lost, Stolen or Destroyed Certificates.

In the event of the
loss, theft or destruction of any certificate of stock, another may be issued
in its place pursuant to such regulations as the Board of Directors may
establish concerning proof of such loss, theft or destruction and concerning
the giving of a satisfactory bond or bonds of indemnity.

Section 5.Regulations.

The issue, transfer,
conversion and registration of certificates of stock shall be governed by such
other regulations as the Board of Directors may establish.

ARTICLE VI - NOTICES

Section 1.Notices.

If mailed, notice to stockholders
shall be deemed given when deposited in the mail, postage prepaid, directed to
the stockholder at such stockholder’s address as it appears on the records of
the Corporation. Without limiting the manner by which notice otherwise may be
given effectively to stockholders, any notice to stockholders may be given by
electronic transmission in the manner provided in Section 232 of the Delaware
General Corporation Law.

–
15 –

Section 2.Waivers.

A written waiver of any
notice, signed by a stockholder or director, or waiver by electronic
transmission by such person, whether given before or after the time of the
event for which notice is to be given, shall be deemed equivalent to the notice
required to be given to such person. Neither the business nor the purpose of
any meeting need be specified in such a waiver. Attendance at any meeting shall
constitute waiver of notice except attendance for the express purpose of
objecting at the beginning of the meeting to the transaction of business
because the meeting is not lawfully called or convened.

ARTICLE VII -
MISCELLANEOUS

Section 1.Facsimile Signatures.

In addition to the
provisions for use of facsimile signatures elsewhere specifically authorized in
these Bylaws, facsimile signatures of any officer or officers of the
Corporation may be used whenever and as authorized by the Board of Directors or
a committee thereof.

Section 2.Corporate Seal.

The Board of Directors
may provide a suitable seal, containing the name of the Corporation, which seal
shall be in the charge of the Secretary. If and when so directed by the Board
of Directors or a committee thereof, duplicates of the seal may be kept and
used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 3.Reliance upon Books,
Reports and Records.

Each director, each
member of any committee designated by the Board of Directors, and each officer
of the Corporation shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the books of account or other records
of the Corporation and upon such information, opinions, reports or statements
presented to the Corporation by any of its officers or employees, or committees
of the Board of Directors so designated, or by any other person as to matters
which such director, committee member or officer reasonably believes are within
such other person’s professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.

Section 4.Fiscal Year.

The fiscal year of the
Corporation shall be as fixed by the Board of Directors.

Section 5.Time Periods.

In applying any
provision of these Bylaws which requires that an act be done or not be done a
specified number of days prior to an event or that an act be done during a
period of a specified number of days prior to an event, calendar days shall be
used, the day of the doing of the act shall be excluded, and the day of the
event shall be included.

–
16 –

ARTICLE VIII -
INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.Right to Indemnification.

Each person who was or
is made a party or is threatened to be made a party to or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a “proceeding”), by reason of the fact that he or
she is or was a director or an officer of the Corporation or is or was serving
at the request of the Corporation as a director, officer or trustee of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer or trustee or in
any other capacity while serving as a director, officer or trustee, shall be
indemnified and held harmless by the Corporation to the fullest extent
permitted by Delaware law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred
or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section 3 of this
Article VIII with respect to proceedings to enforce rights to indemnification,
the Corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

Section 2.Right to Advancement of
Expenses.

In addition to the right
to indemnification conferred in Section 1 of this Article VIII, an indemnitee shall also have the right to be paid by the
Corporation the expenses (including attorney’s fees) incurred in defending any
such proceeding in advance of its final disposition (hereinafter an “advancement
of expenses”); provided, however, that, if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
“undertaking”), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
“final adjudication”) that such indemnitee is not
entitled to be indemnified for such expenses under this Section 2 or otherwise.

Section 3.Right of Indemnitee to Bring Suit.

If a claim under Section
1 or 2 of this Article VIII is not paid in full by the Corporation within 60
days after a written claim has been received by the Corporation, except in the
case of a claim for an advancement of expenses, in which case the applicable
period shall be 20 days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. To the fullest extent permitted by law, if successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover an
advancement of

–
17 –

expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit
brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) in any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its directors who are not parties to such
action, a committee of such directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper
in the circumstances because the indemnitee has met
the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation (including its
directors who are not parties to such action, a committee of such directors,
independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption
that the indemnitee has not met the applicable
standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought
by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee
is not entitled to be indemnified, or to such advancement of expenses, under
this Article VIII or otherwise shall be on the Corporation.

Section 4.Non-Exclusivity of Rights.

The rights to
indemnification and to the advancement of expenses conferred in this Article
VIII shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, the Corporation’s Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or directors or
otherwise.

Section 5.Insurance.

The Corporation may
maintain insurance, at its expense, to protect itself and any director,
officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.

Section 6.Indemnification of
Employees and Agents of the Corporation.

The Corporation may, to the
extent authorized from time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any employee or agent of
the Corporation to the fullest extent of the provisions of this Article with
respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.

Section 7.Nature of Rights.

The rights conferred
upon indemnitees in this Article VIII shall be
contract rights and such rights shall continue as to an indemnitee
who has ceased to be a director, officer or

–
18 –

trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any
amendment, alteration or repeal of this Article VIII that adversely affects any
right of an indemnitee or its successors shall be
prospective only and shall not limit, eliminate, or impair any such right with
respect to any proceeding involving any occurrence or alleged occurrence of any
action or omission to act that took place prior to such amendment or repeal.

ARTICLE IX - AMENDMENTS

In furtherance and not
in limitation of the powers conferred by law, the Board of Directors is
expressly authorized to adopt, amend and repeal these Bylaws subject to the
power of the holders of capital stock of the Corporation to adopt, amend or
repeal the Bylaws; provided, however, that, with respect to the power of
holders of capital stock to adopt, amend and repeal Bylaws of the Corporation,
notwithstanding any other provision of these Bylaws or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the
capital stock of the Corporation required by law, these Bylaws or any preferred
stock, the affirmative vote of the holders of at least a majority of the voting
power of all of the then-outstanding shares entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
adopt, amend or repeal any provision of these Bylaws.